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Wilson Greatbatch Technologies Inc WILSON GREATBATCH TECHNOLOGIES INC FORM S-1/A (Securities Registration Statement) Filed 7/3/2000 Address 9645 WEHRLE DRIVE CLARENCE, New York 14031 Telephone 716-759-5600 CIK 0001114483 Industry Electronic Instr. & Controls Sector Technology Fiscal Year 12/31 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 2000 REGISTRATION NO. 333-37554 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILSON GREATBATCH TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 3692 16-1531026 (State or Other Jurisdiction (Primary Standard (I.R.S. Employer of Incorporation or Industrial Identification Number) Organization) Classification Code Number) 10,000 WEHRLE DRIVE CLARENCE, NEW YORK 14031 (716) 759-6901 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) EDWARD F. VOBORIL PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD WILSON GREATBATCH TECHNOLOGIES, INC. 10,000 WEHRLE DRIVE CLARENCE, NEW YORK 14031 (716) 759-6901 (Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) COPIES TO: STEVEN D. RUBIN, ESQ. STEPHEN E. OLDER, ESQ. WEIL, GOTSHAL & MANGES LLP EDWARD D. SOPHER, ESQ. 700 LOUISIANA, SUITE 1600 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. HOUSTON, TEXAS 77002 590 MADISON AVENUE (713) 546-5000 NEW YORK, NEW YORK 10022 (212) 872-1000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. / / CALCULATION OF REGISTRATION FEE AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS TO BE OFFERING PRICE PER AGGREGATE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) OFFERING PRICE (2) Common stock, par value $.001 per share shares $ $115,000,000 TITLE OF EACH CLASS AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTRATION FEE Common stock, par value $.001 per share $30,360.00 (3) (1) Includes shares of common stock that the underwriters may purchase solely to cover over-allotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o). (3) The registration fee was paid in connection with the initial filing of this Registration Statement on May 22, 2000. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. SUBJECT TO COMPLETION--JULY , 2000 WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY U.S. FEDERAL SECURITIES LAWS TO OFFER THESE SECURITIES USING THIS PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE DOCUMENTATION FILED WITH THE SEC RELATING TO THESE SECURITIES HAS BEEN DECLARED EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THAT WOULD NOT BE PERMITTED OR LEGAL. PROSPECTUS , 2000 [LOGO] WILSON GREATBATCH TECHNOLOGIES SHARES OF COMMON STOCK WILSON GREATBATCH TECHNOLOGIES, INC.: - We are the leading developer and manufacturer of power sources and other components used in implantable medical devices, including wet tantalum capacitors and precision components. - 10,000 Wehrle Drive Clarence, New York 14031 (716) 759-6901 PROPOSED TRADING SYMBOL AND MARKET: - GB / New York Stock Exchange THE OFFERING: - We are offering shares of our common stock. - The underwriters have an option to purchase an additional shares of common stock to cover over-allotments. - This is our initial public offering and no public market currently exists for our shares. - We anticipate that the initial public offering price for our shares will be between $ and $ per share. - We plan to use the net proceeds of this offering to repay indebtedness. - Closing: , 2000. ------------------------------------------------------------------------------------- Per Share Total ------------------------------------------------------------------------------------- Public offering price: $ $ Underwriting fees: Proceeds to Wilson Greatbatch Technologies, Inc.: ------------------------------------------------------------------------------------- THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6. Neither the SEC nor any state securities commission has determined whether this prospectus is truthful or complete. Nor have they made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense. JOINT BOOK-RUNNING MANAGERS DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO. BANC OF AMERICA SECURITIES LLC U.S. BANCORP PIPER JAFFRAY DLJDIRECT INC. [GRAPHICS -PHOTOGRAPHS OF PRODUCTS] TABLE OF CONTENTS PAGE -------- Prospectus Summary..................... 1 Risk Factors........................... 6 Forward Looking Statements............. 15 Use of Proceeds........................ 16 Dividend Policy........................ 16 Capitalization......................... 17 Dilution............................... 18 Selected Consolidated Financial Data... 19 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 21 Business............................... 31 PAGE -------- Management............................. 45 Related Party Transactions............. 52 Principal Stockholders................. 57 Description of Capital Stock........... 59 Shares Eligible for Future Sale........ 61 Underwriting........................... 63 Legal Matters.......................... 66 Experts................................ 66 Where You Can Find More Information.... 66 Index to Consolidated Financial Statements........................... F-1 i PROSPECTUS SUMMARY YOU SHOULD READ THIS SUMMARY TOGETHER WITH THE MORE DETAILED INFORMATION REGARDING US AND THE COMMON STOCK BEING SOLD IN THIS OFFERING AND OUR HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS. WILSON GREATBATCH TECHNOLOGIES, INC. OUR BUSINESS We are the leading developer and manufacturer of power sources and other components used in implantable medical devices, including wet tantalum capacitors and precision components. We believe that we are a preferred supplier of power sources and components because we offer the most advanced, most reliable and longest lasting products commercially available for implantable medical devices. Through continuous technological innovation and improvements, we have enabled our customers to continually develop and introduce implantable medical devices that are progressively smaller, longer lasting, more efficient and more functional. Our customers include leading implantable medical device manufacturers such as Guidant, St. Jude Medical and Medtronic, the three largest manufacturers of pacemakers and ICDs, based on revenues. We leverage our core competencies in technology and manufacturing to develop and produce power sources for commercial applications that demand high performance and reliability, including aerospace, oil and gas exploration and oceanographic equipment. Our history, market leadership and reputation for quality and technological innovation in the implantable medical device industry began with Mr. Wilson Greatbatch, who patented the implantable pacemaker in 1962 and founded our company in 1970. We continue to develop pioneering technology used in implantable medical devices and other demanding commercial applications. As of May 1, 2000, we employed 135 scientists, engineers and technicians. To remain a leader in developing new technology, we also maintain close relationships with a number of research organizations, clinicians and other industry professionals. Since 1970, our company has received 321 patents worldwide, and as of May 1, 2000, we held 137 active patents. We work closely with our customers to enable them to develop innovative medical devices
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